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<br />beyond thirty (30) calendar days reasonably needed to cure the breach up to an additional thirty (30)
<br />calendar days.
<br />In the event the breaching party does not cure the material breach within the applicable time period, the
<br />notifying party may immediately terminate this Services Agreement or seek any other applicable legal
<br />remedies for such material breach. Termination is effective on the date specified in the written notice. In
<br />any event of termination under this paragraph, Contractor shall be paid for all approved work performed
<br />prior to termination. Contractor shall have no right to, or claim against County or any contracting City for,
<br />the balance of the contract amount.
<br />6. Contract Materials
<br />At the end of the term of this Agreement, or in the event of termination, all finished or unfinished
<br />documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to
<br />as “contract materials”) prepared by Contractor in performance of services under this Agreement shall
<br />become the property of County and shall be promptly delivered to County. Upon termination, Contractor
<br />may make and retain a copy of such contract materials if permitted by law.
<br />7. Relationship of Parties
<br />Contractor agrees and understands that the work/services performed under this Agreement are
<br />performed as an independent contractor and not as an employee of County and that neither Contractor
<br />nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.
<br />8.Hold Harmless and Indemnification
<br />Contractor shall hold harmless and indemnify the County, and each Participating City listed in Exhibit D
<br />as third party beneficiaries of this Agreement, their officers, agents, and employees from all claims, suits
<br />or actions of every name, kind and description, brought for, or on account of: injuries to or death of any
<br />person, including but not limited to Contractor or its agents, officers or employees, or damage to property
<br />of any kind whatsoever and to whomsoever belonging, including but not limited to Contractor or its
<br />agents, officers, or employees, or any other loss or cost, resulting from the performance or
<br />nonperformance of any work or obligations required by the Agreement of Contractor; any sanctions,
<br />penalties, or claims of damages resulting from Contractor’s failure to comply, if applicable, with the
<br />requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all
<br />Federal regulations promulgated thereunder, as amended; and/or from any activities undertaken by
<br />Contractor, its officers, employees or agents, under this Agreement, and which result from the negligent
<br />or intentional acts or omissions of Contractor, its officers or employees.
<br />The duty of Contractor to hold harmless and indemnify as set forth herein, shall include the duty to defend
<br />as set forth in Section 2778 of the California Civil Code.
<br />County shall hold harmless and indemnify the Contractor, its officers, agents, and employees from all
<br />claims, suits or actions of every name, kind and description, brought for, or on account of injuries to or
<br />death of any person, including but not limited to County or its agents, officers or employees, or damage to
<br />property of any kind whatsoever and to whomsoever belonging, including but not limited to County or its
<br />agents, officers, or employees, or any other loss or cost, resulting from the performance or
<br />nonperformance of any work or obligations required by the Agreement of County; any sanctions,
<br />penalties, or claims of damages resulting from Contractor’s failure to comply, if applicable, with the
<br />requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all
<br />Federal regulations promulgated thereunder, as am ended; and/or from any activities undertaken by
<br />County, its officers, employees or agents, under this Agreement, and which result from the negligent or
<br />intentional acts or omissions of County, its officers or employees.
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